In the ATH CVE deal, Athabasca holders get C$12.00 cash, 0.264 of a Cenovus share, or a mix for each share, prorated so the total is 65% to 75% cash. A shareholder vote is expected in late November 2026, followed by court and Competition Act approvals, with closing targeted for December 2026. The meeting circular, expected in early November, is the document that sets the election deadline. That deadline is the date most holders should mark.

This guide covers the process. For the arithmetic on the spread, see the sibling piece on ATH CVE deal spread math. For the initial market read, see our Cenovus-Athabasca deal coverage from October 5.

What each Athabasca share gets

Cenovus Energy ($CVE) and Athabasca Oil (TSX: ATH) announced the arrangement on October 5, 2026. The Cenovus release filed with the SEC says each holder can elect one of three options per share:

• C$12.00 cash;
• 0.264 of a Cenovus common share; or
• a mix of the two.

Holders who don't elect are deemed to take cash. The aggregate caps are C$4.3 billion in cash (75%) and 44.4 million Cenovus shares (35%).

In practice, no holder controls their final mix. If cash is oversubscribed, cash electors receive some Cenovus stock. If stock is oversubscribed, stock electors receive some cash.

The timeline: circular, vote, court, close

According to Athabasca's release, the deal is a plan of arrangement under the Business Corporations Act (Alberta). The steps are:

1. Early November 2026: the management information circular is mailed and filed on SEDAR+. It will include the election procedures and deadline.
2. Late November 2026: the special meeting of Athabasca shareholders.
3. After the vote: a final order from the Court of King's Bench of Alberta, plus regulatory and stock exchange approvals, including under the Competition Act (Canada).
4. December 2026: closing is expected, subject to customary conditions.

Neither release states the approval threshold. Arrangements are voted on by special resolution, and under the Alberta statute a special resolution needs at least two-thirds of the votes cast. The court's interim order and the circular will confirm the exact test, including any separate minority vote.

Athabasca's board approved the deal unanimously and recommends a vote in favour. Peters & Co. (Athabasca's financial advisor) and National Bank of Canada Capital Markets (advisor to the special committee) each gave a verbal fairness opinion. Cenovus says the deal has no financing contingency. The cash comes from cash on hand and short-term borrowings.

What happens to Duvernay Energy

Athabasca's light oil assets sit in Duvernay Energy Corporation, a private subsidiary in which Athabasca owns 70%. Cenovus owns the other 30%, under the joint venture the two companies agreed to in late 2023 and announced at the time.

Cenovus says the acquisition consolidates its ownership of Duvernay Energy. It also says it has the option to grow that business to a sustainable 20 MBOE/d. Neither release describes a spin-out or a separate payout for Duvernay. As disclosed, ATH holders' only consideration is cash and Cenovus shares.

Notes for US holders

• The cash is in Canadian dollars. C$12.00 was about US$8.49 at the October 16, 2026 USD/CAD close of 1.41378 (12.00 ÷ 1.41378). A US broker will convert the cash at its own rate.
• The shares are the same company on two exchanges. Cenovus common shares trade as CVE on both the TSX and the NYSE. At the October 16, 2026 NYSE close of US$32.94, 0.264 of a share was worth about US$8.70.
• Elections run through your broker. The circular will set the depositary's deadline. Brokers often set an earlier internal cut-off, so ask yours.
• Taxes: nothing here is tax advice, so check the circular's tax disclosure with your own adviser.

What could break it, and common mistakes

The obvious risks are a failed vote, a court that declines the final order, or a Competition Act delay or condition. MarketScreener's deal summary reports a C$200 million termination fee payable by either side in some circumstances. Neither company's release discloses a fee, so treat that figure as reported until the circular confirms it.

Neither release describes a price collar or a walk-away right tied to Cenovus's share price. A drop in CVE lowers what holders receive. It does not, on its own, cancel the deal.

The common mistakes:

• Assuming "no election" means cash. You are deemed to elect cash, but cash is capped at 75%, so you can still end up with Cenovus stock.
• Treating 0.264 as a fixed C$12.00. Stock and cash are equal only with CVE.TO at C$45.45 (12.00 ÷ 0.264). It closed at C$46.67 on October 16, 2026.
• Mixing up the C$5.7 billion and C$5.8 billion figures. The first is enterprise value and the second is equity value. Athabasca holds net cash, so its enterprise value is the lower of the two.
• Comparing US$ quotes to C$ terms. Convert first.
• Missing the broker cut-off, which turns an intended stock election into the cash default.

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FAQ

When is the Athabasca shareholder vote?

The release says late November 2026. The exact date and record date will be in the circular, expected in early November 2026.

What happens if I don't make an election?

You are deemed to elect cash. If total cash elections exceed the C$4.3 billion cap, part of your consideration will come in Cenovus shares.

Do Athabasca holders get Duvernay Energy shares?

No spin-out is disclosed. Cenovus, which already owns 30%, consolidates ownership through the deal.

When does the deal close?

Both companies expect December 2026, after the vote, the Alberta court's final order and regulatory approvals, including under the Competition Act.